U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2002


                           Commission File No: 0-30583


                           THAON COMMUNICATIONS, INC.
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                       87-0622329
         ------                                       ----------
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
 Of Incorporation)

           51 Zaca Lane, Suite 120, San Luis Obispo, California 93401
           ----------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (805) 547-3900
                                 --------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve months
(or for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
ninety days.

         Yes     X                                           No
            -----------                                        -----------

The number of shares of issuers Common Stock, par value .001, outstanding as of
May 15, 2002 was 118,596,007 shares.


<PAGE>


                                Table of Contents


PART I - FINANCIAL INFORMATION................................................1

     ITEM 1.  FINANCIAL STATEMENTS............................................1

     ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION.........9


PART II - OTHER INFORMATION..................................................13

     ITEM 1.   LEGAL PROCEEDINGS.............................................13

     ITEM 2.  EXHIBITS AND REPORTS ON FORM 8-K...............................14

     ITEM 5.  OTHER INFORMATION..............................................15


INDEX TO EXHIBITS............................................................16



<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

As used herein, the term "Company" refers to Thaon Communications, Inc., and its
subsidiaries and predecessors unless otherwise indicated. Consolidated,
unaudited, condensed interim financial statements including a balance sheet for
the Company as of the quarter ended March 31, 2002 and statements of operations
and statements of cash flows for the interim period up to the date of such
balance sheet and the comparable period of the preceding year are attached
hereto beginning on Page F-1 and are incorporated herein by this reference.

The consolidated financial statements for the Company included herein are
unaudited but reflect, in management's opinion, all adjustments, consisting only
of normal recurring adjustments, that are necessary for a fair presentation of
the Company's financial position and the results of its operations for the
interim periods presented. Because of the nature of the Company's business, the
results of operations for the three and nine months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the full fiscal
year. The financial statements included herein should be read in conjunction
with the financial statements and notes thereto included in the Form 10-KSB for
the year ended December 31, 2001.



                   THAON COMMUNICATIONS, INC.
                 CONSOLIDATED BALANCE SHEET
                       MARCH 31, 2002
                         (UNAUDITED)


                                     ASSETS
                                     ------
 CURRENT ASSETS:
     Cash & cash equivalents                                     $       69,875
     Accounts receivable, net                                           101,951
     Inventory                                                          286,817
     Prepaid  expenses                                                   45,391
     Note receivable - related parties                                   56,514
                                                                    ------------
                  Total current assets                                  560,548

 PROPERTY AND EQUIPMENT, net                                            431,207

 OTHER ASSETS:
          Deposits                                                       12,549
                                                                    ------------
                                                                 $    1,004,304
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

 CURRENT LIABILITIES:
     Accounts payable                                            $      738,169
     Accrued expenses                                                   381,569
     Media payable                                                    2,953,137
     Deferred media revenue                                              28,214
     Note payable-current                                               279,748
     Notes payable-related parties                                      188,847
     Advances                                                           422,781
     Dividends payable                                                  209,950
     Customers Credits                                                   74,655
                                                                    ------------
                  Total current liabilities                           5,277,070
                                                                    ============

 Note Payable - Long term                                               202,594

 COMMITMENTS

 STOCKHOLDERS' DEFICIT
     Preferred stock, authorized shares 50,000,000 (Series
       A through F), Series A convertible 6% preferred stock
         $1 par value, authorized shares 3,000,000, issued
           and outstanding 500,000                                      500,000
       Series D convertible 6% preferred stock,
         $1 par value; authorized shares 3,000,000, issued
           and outstanding 2,310,000                                  2,310,000
       Series E convertible 6% preferred stock,
         $.001 par value; authorized shares 2,000,000,
           issued and outstanding 50,000                                     50
       Series F convertible 6% preferred stock,
         $.001 par value; authorized shares 2,000,000,
           issued and outstanding 20,000                                     20
     Common stock, $.001 par value; authorized
       shares 200,000,000; issued 112,369,218 and
        outstanding 109,919,218                                         112,369
     Shares to be issued, 403,674 shares of common stock,
       and 63,333 shares of Series F preferred stock                     62,840
     Shares to be cancelled, 2,000,000 shares of common stock           (60,000)
     Treasury Stock, 2,450,000 shares of common stock                  (285,000)
     Additional paid in capital                                      14,101,835
     Accumulated deficit                                            (21,217,474)
                                                                    ------------
                  Total stockholders' deficit                        (4,475,360)
                                                                    ------------
                                                                  $   1,004,304
                                                                    ============

                                       F-1
<PAGE>



                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

                                                         2002          2001
                                                    ------------   ------------

 Net revenue                                      $     542,282    $  9,300,561

 Cost of revenues                                       339,456       8,547,570
                                                    ------------   ------------

 Gross profit                                           202,826         752,991

 Operating expenses                                     962,912       1,098,187
                                                    ------------   ------------

 Loss from operations                                  (760,086)       (345,196)

 Non-operating income (expense):
           Interest expense                              (9,489)         (5,087)
           Other                                         14,179           1,211
                                                    ------------   ------------
           Total non-operating income (expense)           4,690          (3,876)
                                                    ------------   ------------
 Loss before income taxes and extraordinary item       (755,396)       (349,072)

 Income taxes                                             4,000           2,400
                                                    ------------   ------------
 Net loss before extraordinary item                    (759,396)       (351,472)

 Extraordinary item -gain on settlement of debt          13,000            -
                                                    ------------   ------------

 Net loss                                              (746,396)       (351,472)

 Dividend requirement for preferred stock               (42,150)           -
                                                    ------------   ------------

 Net loss applicable to common shareholders       $    (788,546)   $   (351,472)
                                                    ============   ============

 Basic and diluted net loss per share             $       (0.01)   $      (0.01)
                                                    ============   ============

 Basic and diluted weighted average number of       ------------   ------------
     common stock outstanding                       100,904,231      57,369,834
                                                    ============   ============



                                       F-2
<PAGE>


                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

                                                         2002            2001
                                                     ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                        $   (788,546)    $  (351,472)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
        Depreciation and amortization                    31,726         146,004
        Issuance of shares for compensation,
            consulting and other services               639,250            -
        Gain on settlement of note payable              (13,000)           -
        (Increase) / decrease in current assets:
                 Accounts/Media receivable               10,799        (382,443)
                 Inventory                               32,967            -
                 Prepaid expenses                        46,408        (208,148)
                 Deposits                                 3,400            -
                 Other assets                               -               447
        Increase / (decrease) in current liabilities:
                 Accounts payable                       (63,271)         46,612
                 Accrued expenses                       (36,965)         33,065
                 Media payable                           28,769         (18,874)
                 Deferred media revenue                  17,570         295,191
                 Customers Credits                       14,061          89,101
                                                     ------------   ------------
        Net cash used in operating activities           (76,832)       (350,517)
                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Increase in notes receivable                     (3,029)       (129,061)
        Acquisition of property & equipment              (1,080)        (25,956)
                                                     ------------   ------------
        Net cash used in investing activities            (4,109)       (155,017)
                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Net proceeds from Loans                              -           52,178
        Dividends payable                                42,150              -
        Payments on notes payable                       (58,143)             -
        Proceeds from shares to be issued                28,450              -
        Proceeds from issuance of stock                  59,046              -
        Advance subscription                                 -          539,514
                                                     ------------   ------------
        Net cash provided by financing activities        71,503         591,692
                                                     ------------   ------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS       (9,438)         86,158

CASH & CASH EQUIVALENTS, BEGINNING BALANCE               79,313          32,079
                                                     ------------   ------------

CASH & CASH EQUIVALENTS, ENDING BALANCE            $     69,875    $    118,237
                                                     ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                $          -      $      7,000
                                                     ============   ============

Interest paid                                    $        4,345    $      3,710
                                                     ============   ============


                                       F-3
<PAGE>


                           THAON COMMUNICATIONS, INC.
                           (FORMERLY, CASTPRO.COM,INC)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company was originally incorporated under the name Engineering Services,
Inc. (a Nevada Corporation), on July 13, 1984. The Company changed its name to
Deep Earth, Inc. in November of 1998. The Company was originally engaged in the
activity of seeking and developing mining properties and has been inactive after
1991, and became essentially a dormant shell without assets or liabilities. On
November 29, 1999, the Company changed its name to Castpro.com, Inc. On December
31, 1999, the Company entered into a stock for stock exchange, whereby it
acquired all of the stock of Castpro.com, LLC, a newly organized California
corporation formed to conduct the web cast business, in exchange for the
issuance of 8,000,000 additional shares of its Common Stock. On December 29,
2000, the Company entered into a stock for stock exchange, whereby it acquired
all of the outstanding stock of Prime Time Media Solutions, a Texas corporation
(PTMS) doing business of acquiring and selling media time. On November 27, 2000,
the Company changed its name to Thaon Communications, Inc. On April 10, 2001,
the Company consummated the acquisition of all of the outstanding stock of Legal
Broadcast Company (LBC) in exchange for 1,000,000 shares of Series B convertible
preferred stock. On May 8, 2001, the Company consummated the acquisition of EMG
Visual Graphics, Inc. (EMG) in exchange for 300,000 restricted shares of the
Company's common stock. On May 22, 2001, the Company consummated the acquisition

                                       1
<PAGE>

of Prime Time Distribution, Inc. ("PTD") in exchange for 500,000 restricted
shares of the Company common stock.

Quinntal, International (California Incorporated) was formed on January 12,
1999. Quinntal, International changed its name to CASTPRO.COM, LLC ("LLC") on
August 6, 1999. LLC is a provider of streaming media with a production and data
storage facility. LLC, also, provides encoding, hosting and delivery services on
behalf of its clients.

PTMS was formed on May 23, 1996. Prime Time specializes in media planning and
placement services for direct response television ("DRTV") advertising. DRTV
advertising refers to any advertising campaign that aims to elicit a specific,
measurable response from the audience. The response can be a phone call, an
email, a check in the mail or a credit card order, among other things, but it is
always a direct contact with a potential customer. Prime Time's direct response
advertising services have mainly been associated with the program length
"infomercials" on TV. In mid 1999, Prime Time expanded its services to include
the planning and placement of short form media

LBC was incorporated on May 9, 2000 in the State of Nevada under the name of
PASOVIDEO.COM, Inc. LBC filed a certificate of amendment to change its name to
Legal Broadcast Company on March 7, 2001. LBC provides law firms, corporations
and insurance companies with service of the creation, review, storage, and
presentation of video, including the video documentation and storage of legal
depositions. LBC offers products that provide real time interactivity and allow
attorneys to view legal events such as depositions, hearings, and trials
remotely over the Internet.

PTD was incorporated in the state of Nevada on March 5, 1999. PTD is a full
service fulfillment center catering to the direct marketing industry. The PTD
fulfillment center provides services such as merchant banking assistance, order
processing, product assembly, pick and pack, direct to consumer shipping,
customer service and direct mail preparation and distribution.

Basis of presentation

The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
audited consolidated financial statements for the year ended December 31, 2001
was filed on April 16, 2002 with the Securities and Exchange Commission and are
hereby referenced. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002.

                                       2
<PAGE>


2.       PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of Thaon
Communication, Inc. and its wholly owned subsidiaries CASTPRO.COM, LLC, Prime
Time Media Solutions, Legal Broadcast Company and Prime Time Distribution, Inc.
All significant inter-company transactions and balances have been eliminated for
the three month periods ended March 31, 2002 and 2001.

3.       RECENT PRONOUNCEMENTS

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." These  statements  make
significant changes to the accounting for business  combinations,  goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for business combinations and will require that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable useful life will continue to be amortized over that period. This
statement is effective January 1, 2002. The Company revalued the goodwill of the
acquired subsidiaries on December 31, 2001, and has written off the entire
goodwill amounting $10,739,790 based upon estimated total value of goodwill at
December 31, 2001 at zero.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations". SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

                                       3
<PAGE>


The adoption of above pronouncements, did materially impact the Company's
financial position or results of operations as disclosed above.

4.     STOCKHOLDERS' EQUITY

Preferred Stock

On October 17, 2001, the Company filed its Certificate of Designation to change
the issuance of preferred stock. The Company is authorized to issue 50,000,000
shares of Preferred stock, of which 8,000,000 will have a par value of $1.00
(3,000,000 shares of 6% A convertible Series, 2,000,000 shares of Series 6% B
convertible Series and 3,000,000 shares of Series 6% D convertible Series) and
42,000,000 will have a par value of $0.001. 2,000,000 shares of Series C, E and
Series F Preferred Stock, each, were designated with a value of $0.001.
Remaining shares in the category have not been designated through this date.

The Series A convertible Preferred stock, at the option of the holder thereof,
is convertible into fully paid share of common stock, equal to the par value of
the Series A convertible Preferred stock being converted plus accrued and unpaid
dividends, divided by closing market price of the common stock, subject to a
maximum of 6,000,000 shares of common stock. The Series A convertible Preferred
stock is redeemable by the corporation at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption, the holders
of preferred stock will have 30 days to convert Series A convertible Preferred
stock into common stock. The holders of Series A convertible stock shall be
entitled to receive the redemption before the holders of common stock. The
holders of the Series A convertible stock are entitled to receive dividends at
the rate of 6% per annum payable yearly in shares of the corporation's common
stock. The Series A convertible Preferred stock shall have full voting rights
with the Corporation's common stock.

The Series B convertible Preferred stock, at the option of the holder thereof,
is convertible into fully paid share of common stock, equal to the par value of
the Series B convertible Preferred stock being converted plus accrued and unpaid
dividends, divided by closing market price of the common stock, subject to a
maximum of 6,000,000 shares of common stock. The Series B convertible Preferred
stock is redeemable by the corporation at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption, the holders
of preferred stock will have 30 days to convert Series B convertible Preferred
stock into common stock. The holders of Series B convertible stock shall be
entitled to receive the redemption before the holders of common stock. The
holders of the Series B convertible stock are entitled to receive dividends at
the rate of 6% per annum payable yearly in shares of the corporation's common
stock. The Series B convertible Preferred stock shall have full voting rights
with the Corporation's common stock.

The Series D convertible Preferred stock is entitled to receive 6% per annum
dividend, in preference to any other class. Class D convertible Preferred stock,


                                       4
<PAGE>

at the option of the holder thereof, is convertible into fully paid share of
common stock, equal to the par value of the Class D convertible Preferred stock
being converted plus accrued and unpaid dividends, divided by 95% of the market
price of the common stock. The Class D convertible Preferred stock is redeemable
by the corporation at any time at the rate of $1.00 plus accrued and unpaid
dividends. The holders of Series D convertible stock shall be entitled to
receive the redemption before the holders of any other series of preferred stock
and common stock. Upon receipt of notice of redemption, the holders of preferred
stock will have 30 days to convert Class D convertible Preferred stock into
common stock. The Series D convertible Preferred stock shall have full voting
rights and shall be entitled to vote 25 votes per each share.

The Company recorded the beneficial conversion feature as preferred dividend of
$108,000 on December 31, 2001.

The Series C, E and F convertible Preferred stock, at the option of the holder
thereof, is convertible into fully paid share of common stock, equal to the par
value of the Series C, E and F convertible Preferred stock being converted plus
accrued and unpaid dividends, divided by closing market price of the common
stock, subject to a maximum of 6,000,000 shares of common stock per each Series.
The Series C, E and F convertible Preferred stock is redeemable by the
corporation at any time at the rate of $0.001 plus accrued and unpaid dividends.
Upon receipt of notice of redemption, the holders of preferred stock will have
30 days to convert Series C, E and F convertible Preferred stock into common
stock. The holders of Series C, E and F convertible stock shall be entitled to
receive the redemption before the holders of common stock. The holders of the
Series C, E and F convertible stock are entitled to receive dividends at the
rate of 6% per annum payable yearly in shares of the corporation's common stock.
The Series C, E and F convertible Preferred stock shall have full voting rights
with the corporation's common stock.

In connection with the acquisitions of PTMS on December 29, 2000, the Company
issued 2,000,000 shares of series A convertible preferred stock of the Company.
The Company also placed in escrow 1,000,000 shares of series A convertible
preferred stock which are deliverable subject to attainment of at least a
specific gross revenue and pre tax net income target for the subsequent years by
PTMS. The Company also agreed to use its best efforts to raise capital and
contribute one third of such raise to the capital of PTMS up to a maximum amount
of $1,000,000. In October 2001, the board of directors authorized to covert the
outstanding series A convertible preferred stock to series D preferred stock of
the Company on one share to one share basis.

On April 10, 2001, the Company consummated the acquisition of all of the
outstanding stock of Legal Broadcast Company (LBC). In connection with the
acquisitions of LBC, the Company issued 1,000,000 shares of series B convertible
preferred stock of the Company.

                                       5
<PAGE>

In October 2001, the board of directors authorized to covert 310,000 shares of
outstanding series B convertible preferred stock to series D preferred stock and
690,000 shares of series B convertible preferred stock to 6,000,000 share of
Common stock of the Company.

On September 10, 2001, the Company settled a debt amounting $500,000 by issuing
500,000 shares of series A convertible preferred stock of the Company. The
transaction did not result in any gain or loss for the Company.

During the quarter ended March 31, 2002, the Company issued 50,000 shares of
Series E convertible preferred stock of the Company in settlement of debt
amounting to $37,500.

During the quarter ended March 31, 2002, the Company issued 20,000 shares of
Series F convertible preferred stock of the Company for cash amounting to
$15,000.

As of March 31, 2002, the Company has cash received in the amount of $47,500 for
63,333 shares of Series F preferred stock to be issued.

Common stock

During the first quarter of 2002, the Company issued common stocks in exchange
of various services to following parties:

The Company issued 1,400,000 shares of common stock for board of directors'
compensation amounting $28,000. The Company issued 33,333 shares of common stock
in exchange of Legal services amounting $15,667. The Company issued 16,938,004
shares of common stock for consulting service amounting $474,013. The company
issued 4,171,646 shares of common stock to various employees for compensation
amounting $102,790. During the three month period ended March 31, 2002, the
Company issued 880,106 shares of its common stock for cash amounting $835. The
company issued 1,261,257 shares of common stock for promotional purpose
amounting $42,042. The Company issued 2,500,000 shares of common stock valued at
$38,000 for the settlement of a note payable amounting $51,000. The difference
of the note and the value of stock issued, amounting $13,000 was recorded as an
extraordinary gain.

As of March 31, 2002, the Company has received cash of $15,340 for 403,674
shares of common stock to be issued.

As of March 31, 2002, the Company had 2,000,000 shares of common stock which
will be cancelled. The shares were issued for prepaid expense in consideration
of acquisition of an entity (note 8). The acquisition agreement was terminated
subsequent to the year-end.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.

                                       6
<PAGE>

5.     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

The cash flow statements do not include following non-cash investing and
financing activities:

The Company issued 1,400,000 shares of common stock for board of directors'
compensation amounting $28,000. The Company issued 33,333 shares of common stock
in exchange of Legal services amounting $15,667. The Company issued 16,938,004
shares of common stock for consulting service amounting $474,013. The company
issued 4,171,646 shares of common stock to various employees for compensation
amounting $102,790. The company issued 1,261,257 shares of common stock for
promotional purpose amounting $42,042. The Company issued 2,500,000 shares of
common stock valued at $38,000 for the settlement of a note payable amounting
$51,000.

6.    BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three and nine month periods ended
March 31, 2002 and 2001 were determined by dividing net loss for the periods by
the weighted average number of both basic and diluted shares of common stock and
common stock equivalents outstanding. 134,334 shares of Common stock to be
issued and all the convertible preferred stock are regarded as common stock
equivalents and are considered in diluted net loss per share calculations.
Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.

7.    GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated deficit of
$21,217,474 including net losses of $788,546 and $351,472 for the periods ended
March 31, 2002 and 2001, respectively. The total shareholders' deficit amounted
to $4,475,360 on March 31, 2002. The continuing losses have adversely affected
the liquidity of the Company. The Company faces continuing significant business
risks, including but not limited to, its ability to maintain vendor and supplier
relationships by making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which in turn is
dependent upon the Company's ability to raise additional capital, obtain
financing and to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of

                                       7
<PAGE>

recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. Management devoted considerable effort
during the period ended March 31, 2002, towards (i) obtaining additional equity
financing (ii) controlling of salaries and general and administrative expenses
(iii) management of accounts payable and (iv) evaluation of its distribution and
marketing methods.

8.    CONTINGENCY

Pending litigation

Two of the shareholders of the Company filed an action against the Company and
certain individuals connected therewith. The complaint sought relief for breach
of contract, specific performance, breach of fiduciary duty, intentional
interference with stock transfer rights, negligent interference with stock
transfer rights and injunction. No settlement or agreement has been reached as
of this report date.

9.    SUBSEQUENT EVENT

Subsequent to the period ended March 31, 2002, the Company discontinued
operations of its wholly owned subsidiary, CastPro, from its downtown Los
Angeles production facility. The Company moved the office in Los Angeles to the
office in San Luis Obispo in May 2002. Castpro has not generated any significant
revenue for the Company in the periods ended March 31, 2002 and 2001.

In March 2002, the Company started an entertainment initiative and entered into
a Letter of Intent to acquire Talentclick, Inc., a database of entertainment
industry and search engine for actors. On May 6, 2002, the Company, in keeping
with its strategic plan to bring a greater focus on core competencies and
existing revenue generating lines of business, withdrew from its entertainment
initiative and terminated the Letter of Intent and Joint Venture with
Talentclick, Inc.

10.    RECLASSIFICATION

For comparative purposes, prior period's consolidated financial statements have
been reclassified to conform with report classifications of the current period.

11.    SEGMENT INFORMATION

                                       8
<PAGE>

In computing income from operations by industry segment, unallocable general and
administrative expenses have been excluded from each segments' pre-tax operating
earnings before interest expense and have been included in general corporate and
other operations.

The Company reportable business segments are strategic business units that offer
distinctive products and services that are marketed through different channels.
They are managed separately because of their unique technology, marketing, and
distribution requirements. The Company is a holding company that is comprised of
four operating subsidiaries: LLC, PTMS, PTD and LBC. The LLC specializes in
streaming media services. PTMS is a media planning and placement company
specializing in reaching targeted audiences. PTD is a direct marketing
distribution and fulfillment company. LBC provides law firms, corporations and
insurance companies with service of the creation, review, storage, and
presentation of video, including the video documentation and storage of legal
depositions. Following is a summary of segmented information for the period
ended March 31, 2002:


----------------|--------|----------|----------|---------|-----------|---------|
                |   LLC  |   PTMS   |    PTD   |  LBC    |Unallocated|  Total  |
----------------|--------|----------|----------|---------|-----------|---------|
Sales           |  $2,820| $141,514 | $217,855 | $180,093|     -     |$542,282 |
----------------|--------|----------|----------|---------|-----------|---------|
Operating       |        |          |          |         |  479,114  |(760,086)|
loss/(gain)     | 162,896|  124,239 |   13,007 | (19,170)|           |         |
----------------|--------|----------|----------|---------|-----------|---------|
Total Assets    |        |          |          |         |   52,325  |1,004,304|
                | 100,316|  288,322 |  351,477 | 211,864 |           |         |
----------------|--------|----------|----------|-------- |-----------|---------|
Capital         |-       | -        |  -       |         |     -     |   1,080 |
Expenditure     |        |          |          |   1,080 |           |         |
----------------|--------|----------|----------|---------|-----------|---------|
Depreciation and|        |          |          |         |    5,390  |  31,726 |
amortization    |   7,534|    7,426 |    2,281 |   9,095 |           |         |
----------------|--------|----------|----------|---------|-----------|---------|
----------------|--------|----------|----------|---------|-----------|---------|

Substantially, all of the Company's operations are domestic. During the period
ended March 31, 2001, the Company operated in only two segments.


Item 2.  Management's Discussion and Analysis or Plan of Operations
Forward-looking Information

This quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual

                                       9
<PAGE>

results to differ materially from those indicated by such forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, we do not assume
responsibility for the accuracy and completeness of such forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results. The
foregoing management's discussion and analysis should be read in conjunction
with the Company's financial statements and the notes herein.

General

         Thaon Communications, Inc., a Nevada corporation (the "Company"), was
incorporated under the name Engineering Services, Inc., on July 13, 1984. The
Company changed its name to Deep Earth, Inc. in November of 1998. The Company
was originally engaged in seeking and developing mining properties which
operations it abandoned in 1991 becoming a dormant shell without assets or
liabilities. On November 29, 1999, the Company changed its name to CastPro.com,
Inc. On December 31, 1999, the Company entered into a stock for stock exchange,
whereby it acquired all of the stock of CastPro.com, LLC, a California limited
liability company ("CastPro.com"). In November 2000, the Company changed its
name to Thaon Communications, Inc.

         The Company's current operations are conducted through its wholly owned
subsidiaries, CastPro.com, L.L.C. ("CastPro"), Prime Time Media Solutions
("Prime Time"), Legal Broadcast Company ("LBC"), and Prime Time Distribution
("PTD"). On December 28, 2001, Prime Time and PTD completed a consolidation of
operations to reduce overhead.

CASTPRO

         CastPro is a streaming media company with a production and data storage
facility headquartered in Los Angeles, California. CastPro provides encoding,
hosting and delivery services on behalf of its clients. CastPro's model is to
create strategic partnerships with existing brick and mortar entities that
currently have market share in each of the target market segments. This strategy
affords CastPro the opportunity to utilize sales and marketing efforts of
strategic partners to offer turnkey rich media creation and publishing services
utilizing their existing client relationships.

PRIME TIME

         Prime Time specializes in media planning and placement services for
direct response television ("DRTV") advertising. DRTV advertising refers to any
advertising campaign that aims to elicit a specific, measurable response from

                                       10
<PAGE>

the audience. The response can be a phone call, an email, a check in the mail or
a credit card order, among other things, but it is always a direct contact with
a potential customer. Prime Time's direct response advertising services have
mainly been associated with the program length "infomercials" widely distributed
on TV. In mid 1999, Prime Time expanded its services to include the planning and
placement of short form media (30, 60, 90 and 120 second advertisements).

During the six years since it was founded, Prime Time has placed hundreds of
millions of dollars worth of television advertising on broadcast stations and
cable networks in every market in the United States. With extensive media
management systems in place, Prime Time is well positioned to provide clients
with comprehensive media management services. Prime Time grew rapidly, and is
perhaps best known for having been the primary agency for the Billy Blanks Tae
Bo Aerobics infomercial campaign and more than 70 different golf clients.

LBC

LBC specializes in the capture, archival and presentation of legal proceedings.
Utilizing trained video technicians, state of the art videoconferencing and
Internet streaming technology that incorporates advanced voice recognition based
automated text to video synchronization, secure Internet archiving technology
and proprietary trial presentation software.

LBC  announced  the  launch  of its  live  streaming  services  and  Depositions
Navigator  technology in April of 2002. LBC's streaming  services will provide a
text searchable  feature  enabling  attorneys and insurance  representatives  to
easily  and  efficiently  find  video  material  regarding  specific  issues  by
utilizing its proprietary key word search engine from video  transcripts as well
as providing the ability for attorneys and others  associated with various legal
proceedings to access those proceedings through LBC's live interactive streaming
services.

PTD

PTD is a full service fulfillment center catering to the direct marketing
industry. The PTD fulfillment center provides services such as merchant banking
assistance, order processing, product assembly, pick and pack, direct to
consumer shipping, customer service and direct mail preparation and
distribution.

PTD currently leverages the new business development activities and personnel of
Prime Time to gain new clients and will assist Thaon in capitalizing on
merchandising opportunities by offering in-house order processing and
distribution capabilities to support any direct to consumer or business to
business distribution efforts surrounding the distribution of DVD's, Video's, CD
Rom's on an as needed basis.

As of March 31, 2002, the Company had a total of nineteen (19) employees, all of
which were employed full-time.

Subsequent to the end of the first quarter, the Company announced the
discontinuation of CastPro's operations in the downtown Los Angeles facility in
accordance with a new strategic plan to eliminate non-productive overhead.
Thaon Communications, Inc. has consolidated its operations with Prime Time and
PTD in the San Luis Obispo office.  It is estimated these measures will result
in a reduction of overhead expenditures of approximately $650,000 annually.

                                       11
<PAGE>


Results of Operations

The following sections discuss the results of operations for the first quarter
ended March 31, 2002 compared to the results of operations for the first quarter
ended March 31, 2001.

First Quarter 2002 Vs. First Quarter 2001. Net revenue for the first quarter
ended March 31, 2002 amounted to $542,282 compared to net revenue of $9,300,561
for the first quarter ended March 31, 2001. The decrease in sales for the first
quarter is attributable to the lost revenues associated with the business that
was lost due to the resignation of the two executives at PTMS as previously
reported. Gross profit for the first quarter ended March 31, 2002 totaled
$202,826 compared to gross profit of $752,991 for the first quarter ended March
31, 2001. The net loss before dividends appropriation for Preferred stockholders
for the first quarter ended March 31, 2002 amounted to $746,396 verses a net
loss of $351,472 in the first quarter ended March 31, 2001. The net loss of
$746,396 for the quarter can be attributed to the cash and non cash expenses
associated with overhead costs, consulting costs, and the lost profit
opportunities associated with the business that was lost due to the resignation
of the two executives at PTMS as previously reported. On a per share basis, the
basic and diluted net operating loss attributable to common stock was $.01 for
the quarter ended March 31, 2002 as compared to $.01 for the quarter ended March
31, 2001.

Liquidity and Capital Resources

As of March 31, 2002, Thaon had $69,875 in cash and cash equivalents, a decrease
of $9,438 from December 31, 2001. Accounts Receivable at March 31, 2002 totaled
$101,951 compared to $112,750 at December 31, 2001. Inventory at March 31, 2002
was $286,817 verses $319,784 on December 31, 2001. Thaon experienced negative
cash flow from operating activities of $76,832 for the first three months as
compared to negative cash flow of $350,517 for the three month period ended
March 31, 2001 . The net loss for the three months of $746,396 was partially
offset by the sale of the company's common stock on a private placement basis of
$87,496 and payment of compensation and services with common stock in the amount
of $639,250. Net investing activities during the quarter were outflows of $4,109
as compared to outflows of $155,017 for the three month period ended March 31,
2002. Net Property and Equipment of $431,207 at March 31, 2002 compares to
$461,853 at December 31, 2001 and consists of computer equipment, office
equipment and web cast production equipment. The decrease is due to normal
depreciation expenses. It is not anticipated that capital expenditures will
increase substantially in future periods.

The Company continually monitors its goodwill to determine whether any
impairment of this asset has occurred. On December 31, 2001, the Company
evaluated the value of each subsidiary based upon performance and future cash
flow. The Company estimated the total value of goodwill at December 31, 2001 at
zero since all the subsidiaries were having losses through December 31, 2001 and
did not have goodwill value associated with them. The Company wrote off the
goodwill balance of $10,739,790 on December 31, 2001.

                                       12
<PAGE>


As a result of the Jones and Cody litigation, which was fully and finally
settled on November 5, 2001, the Company is entitled to receive $450,000 from
Jones, Cody and Media Maverick pursuant to a promissory note. The note is
payable in monthly installments which shall be the greater of an increasing
monthly minimum or a percentage of revenue generated by Jones, Cody and Media
Maverick in the direct response television industry. Such amounts are expected
to provide the Company with extra capital resources for at least the next 24
months. Although the Company has been receiving payments under this note and is
optimistic it will continue receive payments under this note, no assurances can
be given regarding either the size or frequency of any such payments.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On August 27, 2001, Simon G. Talbot and Corey K. Quinn, former officers and
directors of the Company, sued the Company, Adam Anthony, Robert McNeill and
Kevin Quinn in the Superior Court of the State of California, County of Los
Angeles, Central District, Unlimited Civil Division alleging that the defendants
breached a settlement agreement and mutual general release that was entered into
on or about December 4, 2000. Plaintiffs also allege that the defendants
breached fiduciary duties and intentionally and negligently interfered with the
Plaintiffs right to sell or transfer their shares of the Company's common stock.
Plaintiffs seek actual and punitive damages resulting from the Company's alleged
interference with their ability to liquidate their stock and injunctive relief
from the Company's alleged interference with their ability to liquidate their
stock. The Company and other defendants deny any wrongdoing whatsoever and
intend to continue their vigorous defense of these allegations.

On September 30, 2001, a lawsuit initiated by Prime Time Media Solutions against
Mark Jones and Chuck Cody (former officers of Prime Time) was settled out of
court. This litigation emanated from the resignation of these officers, which
resulted in the Company losing clients representing approximately 70% of PTMS'
revenue for the six month period ended June 30, 2001 and the loss of future cash
flow that these clients may have provided.

As a result of the Jones and Cody litigation, which was fully and finally
settled on November 5, 2001, the Company is entitled to receive $450,000 from
Jones, Cody and Media Maverick pursuant to a promissory note. The note is
payable in monthly installments which shall be the greater of an increasing
monthly minimum or a percentage of revenue generated by Jones, Cody and Media
Maverick in the direct response television industry. Such amounts are expected
to provide the Company with extra capital resources for at least the next 24
months. Although the Company is optimistic it will receive payments under this
note, no assurances can be given regarding either the size or frequency of any
such payments. However, to date, all monthly payments have been received by the
Company.

                                       13
<PAGE>


         Castpro has been in negotiation with the Internal Revenue Service (IRS)
regarding unpaid employment tax deposits, penalties, and interest for the tax
year 2000 and first and second quarters of 2001. An Offer in Compromise has been
presented to the IRS to reduce the liability substantially and CastPro awaits
further determination regarding acceptance of our offer. No legal proceedings,
liens, or attachments have been made or notification of any additional action
has been received. The full amount of the liability was recorded in the
financial statements for the year 2001. In addition, the company has been
notified by the Employment Development Department of the State of California
(EDD) that unpaid employment taxes, penalties, and interest are owed. Initial
contact has been made regarding the debt, but no formal action toward compromise
has been taken. No legal proceedings, liens, or attachments have been made or
notification of any additional action has been received. The full amount of the
liability was recorded in the financial statements for the year 2001. Castpro
has made all employment tax deposits for third and fourth quarters of 2001.

Item 2.  Exhibit and Reports on Form 8-K

Exhibits.  The following exhibits are attached hereto.

EXHIBIT
NO.         DESCRIPTION
---         -----------
3.1         Articles  of  Incorporation
3.2         Bylaws
10.1        September 30, 2001 Settlement Agreement and Mutual Release by and
            between the Company, Prime Time, Media Maverick, Central Coast
10.2        September 30, 2001 Stock Transfer Agreement by and among the
            Company, Mark Jones and Chuck Cody
10.3        September 30, 2001 Promissory Note by Mark Jones payable to Prime
            Time Sports TV in the amount of $15,544.33
10.4        September 30, 2001 Promissory Note by Chuck Cody payable to Prime
            Time Sports TV in the amount of $37,500.00
10.5        September 30, 2001 Promissory Note by Mark Jones and Chuck Cody
            payable to Prime Time Sports TV in the amount of $450,000.00

Reports on Form 8-K. The Company filed zero (0) Forms 8-K during the quarter
ended March 31, 2002.





Item 5.  Subsequent events.

                                       14
<PAGE>


     On May 3, 2002, Mike Fenton,  Stan Lerner,  and Rowland Perkins resigned as
directors of Registrant.

     Subsequent  to the end of the first  quarter,  the  Company  announced  the
discontinuation of CastPro's  operations in the downtown Los Angeles facility in
accordance with a new strategic plan to eliminate non-productive overhead. Thaon
Communications,  Inc. has consolidated its operations with Prime Time and PTD in
the San Luis Obispo  office.  It is estimated  these  measures  will result in a
reduction of overhead expenditures of approximately $650,000 annually.

     In March 2002, the Company started an entertainment  initiative and entered
into  a  Letter  of  Intent  to  acquire   Talentclick,   Inc.,  a  database  of
entertainment  industry  and search  engine  for  actors.  On May 6,  2002,  the
Company,  in keeping with its  strategic  plan to bring a greater  focus on core
competencies  and existing revenue  generating lines of business,  withdrew from
its  entertainment  initiative  and  terminated  the  Letter of Intent and Joint
Venture with Talentclick, Inc.

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            THAON COMMUNICATIONS, INC.



Date:    May 17, 2002           By:     /s/ Adam Anthony
                                        ---------------------------------
                                           Adam Anthony, Chief Executive Officer



                                       15
<PAGE>



INDEX TO EXHIBITS

         Exhibits marked with an asterisk have been filed previously with the
Commission and are incorporated herein by reference.


EXHIBIT  PAGE
NO.               NO.      DESCRIPTION
---               ---      -----------

3.1               *        Articles  of  Incorporation

3.2               *        Bylaws


10.1              *        September 30, 2001 Settlement Agreement and Mutual
Release by and between the Company, Prime Time, Media Maverick, Central Coast

10.2              *        September 30, 2001 Stock Transfer Agreement by and
among the Company, Mark Jones and Chuck Cody

10.3              *        September 30, 2001 Promissory Note by Mark Jones
payable to Prime Time Sports TV in the amount of $15,544.33

10.4              *        September 30, 2001 Promissory Note by Chuck Cody
payable to Prime Time Sports TV in the amount of $37,500.00

10.5              *        September 30, 2001 Promissory Note by Mark Jones and
Chuck Cody payable to Prime Time Sports TV in the amount of $450,000.00

* incorporated by reference from previous filings.


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